Amendment No. 5

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

Sole Voting Power

0

Shared Voting Power

4,130,521*

Sole Dispositive Power

0

Shared Dispositive Power

4,130,521*

0001193125-20-150315.txt : 20200522 0001193125-20-150315.hdr.sgml : 20200522 20200522172903 ACCESSION NUMBER: 0001193125-20-150315 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20200522 DATE AS OF CHANGE: 20200522 GROUP MEMBERS: 8-26-22 GP LLC GROUP MEMBERS: DANIEL F. PRITZKER GROUP MEMBERS: FEATHERMAN H CO LP GROUP MEMBERS: JULYTOON INVESTMENTS GP LLC GROUP MEMBERS: LINN LEWIS M. GROUP MEMBERS: RKMP H CO LP GROUP MEMBERS: TEXAS 8-26-22 H CO LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Hyatt Hotels Corp CENTRAL INDEX KEY: 0001468174 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 201480589 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85070 FILM NUMBER: 20907186 BUSINESS ADDRESS: STREET 1: 150 NORTH RIVERSIDE PLAZA STREET 2: 8TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (312) 750-1234 MAIL ADDRESS: STREET 1: 150 NORTH RIVERSIDE PLAZA STREET 2: 8TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: 1922 Trust Co LTA CENTRAL INDEX KEY: 0001570746 IRS NUMBER: 900363883 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3555 TIMMONS LANE, SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 713-961-1600 MAIL ADDRESS: STREET 1: 3555 TIMMONS LANE, SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77027 SC 13D/A 1 d937625dsc13da.htm AMENDMENT NO. 5 Amendment No. 5

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 204.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 5)

Hyatt Hotels Corporation

(Name of Issuer)

Class A Common Stock, $0.01 par value per share

(Title of Class of Securities)

448579102

(CUSIP Number)

1922 Trust Company LTA, as Trustee

3737 Buffalo Speedway, Suite 300

Houston, Texas 77098

(713) 961-1600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 21, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

(Continued on following pages)

Page 1 of 20 Pages

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 448579102		13D		Page 2 of 20 Pages


1.		Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) 1922 Trust Company LTA, not individually, but solely as trustee of the trusts listed on Appendix A-1.
2.		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Texas

Represents shares of the Issuer’s Class A Common Stock, $0.01 par value per share (the “Class A Common Stock”) and shares of the Issuer’s Class A Common Stock issuable upon conversion of shares of the Issuer’s Class B Common Stock, $0.01 par value per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”). As provided in the Issuer’s Amended and Restated Certificate of Incorporation, each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of Class A Common Stock.

The Reporting Persons (as defined in this Schedule 13D) are party to certain agreements with the Separately Filing Group Members (as defined in this Schedule 13D), which agreements contain, among other things, certain voting agreements and limitations on the sale of their shares of Common Stock. As a result, the Reporting Persons may be deemed to be members of a “group,” within the meaning of Section 13(d)(3) of the Act (as defined in this Schedule 13D), comprised of the Reporting Persons and the Separately Filing Group Members. Shares listed as beneficially owned by each Reporting Person exclude shares held by any other Reporting Person or by any of the Separately Filing Group Members, in each case as to which the Reporting Person disclaims beneficial ownership.

All references to the number of shares outstanding are as of May 12, 2020, as reported in the Issuer’s Registration Statement on Form S-3, filed May 21, 2020, as adjusted to account for an aggregate of 271,881 shares of Class B Common Stock that were converted into Class A Common Stock by the Reporting Persons on May 20, 2020 and May 21, 2020 (the “Conversion”). The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Persons and based on 101,142,712 shares of Common Stock outstanding as of May 12, 2020. With respect to matters upon which the Issuer’s stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class, and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to ten votes per share. The shares of Common Stock owned by the Reporting Persons represent 5.7% of the total voting power of the Common Stock as of May 12, 2020, as adjusted to account for the Conversion. The percentage of total voting power of the Common Stock is calculated based on the total voting power of the Common Stock outstanding as of May 12, 2020, as adjusted to account for the Conversion, which is comprised of 35,951,319 shares of Class A Common Stock and 65,191,393 shares of Class B Common Stock and assumes that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock other than in the Conversion.


CUSIP No. 448579102		13D		Page 3 of 20 Pages


1.		Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Lewis M. Linn, not individually, but solely as trustee of 1922 Trust.
2.		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization United States

All references to the number of shares outstanding are as of May 12, 2020, as reported in the Issuer’s Registration Statement on Form S-3, filed May 21, 2020, as adjusted to account for Conversion. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Persons and based on 101,142,712 shares of Common Stock outstanding as of May 12, 2020. With respect to matters upon which the Issuer’s stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class, and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to ten votes per share. The shares of Common Stock owned by the Reporting Persons represent 5.7% of the total voting power of the Common Stock as of May 12, 2020, as adjusted to account for the Conversion. The percentage of total voting power of the Common Stock is calculated based on the total voting power of the Common Stock outstanding as of May 12, 2020, as adjusted to account for the Conversion, which is comprised of 35,951,319 shares of Class A Common Stock and 65,191,393 shares of Class B Common Stock and assumes that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock other than in the Conversion.


CUSIP No. 448579102		13D		Page 4 of 20 Pages


1.		Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Daniel F. Pritzker
2.		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization United States

Represents shares of the Issuer’s Class A Common Stock, $0.01 par value per share (the “Class A Common Stock”). As provided in the Issuer’s Amended and Restated Certificate of Incorporation, each share of the Issuer’s Class B Common Stock, $0.01 par value per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”) is convertible at any time, at the option of the holder, into one share of Class A Common Stock.

All references to the number of shares outstanding are as of May 12, 2020, as reported in the Issuer’s Registration Statement on Form S-3, filed May 21, 2020, as adjusted to account for the Conversion. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Persons and based on 101,142,712 shares of Common Stock outstanding as of May 12, 2020. With respect to matters upon which the Issuer’s stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class, and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to ten votes per share. The shares of Common Stock owned by the Reporting Persons represent 0.0% of the total voting power of the Common Stock as of May 12, 2020, as adjusted to account for the Conversion. The percentage of total voting power of the Common Stock is calculated based on the total voting power of the Common Stock outstanding as of May 12, 2020, as adjusted to account for the Conversion, which is comprised of 35,951,319 shares of Class A Common Stock and 65,191,393 shares of Class B Common Stock and assumes that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock other than in the Conversion.


CUSIP No. 448579102		13D		Page 5 of 20 Pages


1.		Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Texas 8-26-22 H Company LP
2.		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

Represents shares of the Issuer’s Class A Common Stock, $0.01 par value per share (the “Class A Common Stock”), issuable upon conversion of shares of the Issuer’s Class B Common Stock, $0.01 par value per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”). As provided in the Issuer’s Amended and Restated Certificate of Incorporation, each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of Class A Common Stock.

All references to the number of shares outstanding are as of May 12, 2020, as reported in the Issuer’s Registration Statement on Form S-3, filed May 21, 2020, as adjusted to account for Conversion. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Persons and based on 101,142,712 shares of Common Stock outstanding as of May 12, 2020. With respect to matters upon which the Issuer’s stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class, and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to ten votes per share. The shares of Common Stock owned by the Reporting Persons represent 0.4% of the total voting power of the Common Stock as of May 12, 2020, as adjusted to account for the Conversion. The percentage of total voting power of the Common Stock is calculated based on the total voting power of the Common Stock outstanding as of May 12, 2020, as adjusted to account for the Conversion, which is comprised of 35,951,319 shares of Class A Common Stock and 65,191,393 shares of Class B Common Stock and assumes that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock other than in the Conversion.


CUSIP No. 448579102		13D		Page 6 of 20 Pages


1.		Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Featherman H Company LP
2.		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

All references to the number of shares outstanding are as of May 12, 2020, as reported in the Issuer’s Registration Statement on Form S-3, filed May 21, 2020, as adjusted to account for the Conversion. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Persons and based on 101,142,712 shares of Common Stock outstanding as of May 12, 2020. With respect to matters upon which the Issuer’s stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class, and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to ten votes per share. The shares of Common Stock owned by the Reporting Persons represent 4.6% of the total voting power of the Common Stock as of May 12, 2020, as adjusted to account for the Conversion. The percentage of total voting power of the Common Stock is calculated based on the total voting power of the Common Stock outstanding as of May 12, 2020, as adjusted to account for the Conversion, which is comprised of 35,951,319 shares of Class A Common Stock and 65,191,393 shares of Class B Common Stock and assumes that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock other than in the Conversion.


CUSIP No. 448579102		13D		Page 7 of 20 Pages


1.		Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) 8-26-22 GP LLC
2.		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

All references to the number of shares outstanding are as of May 12, 2020, as reported in the Issuer’s Registration Statement on Form S-3, filed May 21, 2020, as adjusted to account for the Conversion. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Persons and based on 101,142,712 shares of Common Stock outstanding as of May 12, 2020. With respect to matters upon which the Issuer’s stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class, and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to ten votes per share. The shares of Common Stock owned by the Reporting Persons represent 5.0% of the total voting power of the Common Stock as of May 12, 2020, as adjusted to account for the Conversion. The percentage of total voting power of the Common Stock is calculated based on the total voting power of the Common Stock outstanding as of May 12, 2020, as adjusted to account for the Conversion, which is comprised of 35,951,319 shares of Class A Common Stock and 65,191,393 shares of Class B Common Stock and assumes that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock other than in the Conversion.


CUSIP No. 448579102		13D		Page 8 of 20 Pages


1.		Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) RKMP H Company LP
2.		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

All references to the number of shares outstanding are as of May 12, 2020, as reported in the Issuer’s Registration Statement on Form S-3, filed May 21, 2020, as adjusted to account for the Conversion. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Persons and based on 101,142,712 shares of Common Stock outstanding as of May 12, 2020. With respect to matters upon which the Issuer’s stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class, and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to ten votes per share. The shares of Common Stock owned by the Reporting Persons represent 0.2% of the total voting power of the Common Stock as of May 12, 2020, as adjusted to account for the Conversion. The percentage of total voting power of the Common Stock is calculated based on the total voting power of the Common Stock outstanding as of May 12, 2020, as adjusted to account for the Conversion, which is comprised of 35,951,319 shares of Class A Common Stock and 65,191,393 shares of Class B Common Stock and assumes that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock other than in the Conversion.


CUSIP No. 448579102		13D		Page 9 of 20 Pages


1.		Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Julytoon Investments GP LLC
2.		Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

All references to the number of shares outstanding are as of May 12, 2020, as reported in the Issuer’s Registration Statement on Form S-3, filed May 21, 2020, as adjusted to account for the Conversion. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Persons and based on 101,142,712 shares of Common Stock outstanding as of May 12, 2020. With respect to matters upon which the Issuer’s stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class, and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to ten votes per share. The shares of Common Stock owned by the Reporting Persons represent 0.2% of the total voting power of the Common Stock as of May 12, 2020, as adjusted to account for the Conversion. The percentage of total voting power of the Common Stock is calculated based on the total voting power of the Common Stock outstanding as of May 12, 2020, as adjusted to account for the Conversion, which is comprised of 35,951,319 shares of Class A Common Stock and 65,191,393 shares of Class B Common Stock and assumes that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock other than in the Conversion.


CUSIP No. 448579102		13D		Page 10 of 20 Pages

EXPLANATORY NOTE: This constitutes Amendment No. 5 (“Amendment No. 5”) to the Schedule 13D filed by certain of the Reporting Persons identified herein with the SEC on August 26, 2010, as amended by Amendment No. 1 on July 30, 2012, Amendment No. 2 on March 5, 2013, Amendment No. 3 on February 24, 2015 and Amendment No. 4 on August 22, 2018, pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), and Rule 13d-1(a) thereunder (the “Schedule 13D”). This Amendment No. 5 amends the Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4, as specifically set forth herein. Capitalized terms used in this Amendment No. 5 without being defined herein have the respective meanings given to them in the Schedule 13D.

Schedule A attached to the Schedule 13D is replaced in its entirety by Schedule A attached hereto, and all references to “Schedule A” in the Schedule 13D shall be to “Schedule A” attached hereto. Schedule B attached to the Schedule 13D is replaced in its entirety by Schedule B attached hereto, and all references to “Schedule B” in the Schedule 13D shall be to “Schedule B” attached hereto.

Item 2.

Identity and Background

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a)-(c) This Schedule 13D is being filed by (collectively, the “Reporting Persons”):

•

1922 Trust Company LTA, a Texas trust company, not individually, but solely in the capacity as trustee of the trusts listed on Appendix A-1.

•

Lewis M. Linn, a U.S. citizen, not individually, but solely in the capacity as trustee of 1922 Trust, the sole member of 1922 Trust Company LTA.

•

Daniel F. Pritzker, a U.S. citizen.

•

Texas 8-26-22 H Company LP, a Delaware limited partnership. The general partner of Texas 8-26-22 H Company LP is 8-26-22 GP LLC.

•

Featherman H Company LP, a Delaware limited partnership. The general partner of Featherman H Company LP is 8-26-22 GP LLC.

•

8-26-22 GP LLC, a Delaware limited liability company and the general partner of Texas 8-26-22 H Company LP and Featherman H Company LP. The sole member of 8-26-22 GP LLC is Texas 8-26-22 Trust 2, one of the trusts listed on Appendix A-1.

•

RKMP H Company LP, a Delaware limited partnership. The general partner of RKMP H Company LP is Julytoon Investments GP LLC.

•

Julytoon Investments GP LLC, a Delaware limited liability company and the general partner of RKMP H Company LP. The members of Julytoon Investments GP LLC are R.A. Family Trust #3-Cindy, R.A. Family Trust #3-Jay, R.A. Family Trust #3-Jon, R.A. Family Trust #3-Nancy and R.A. Family Trust #3-Zachary, five of the trusts listed on Appendix A-1.

The addresses of the principal business and principal office of the Reporting Persons are as follows:

•

For each Reporting Person other than Lewis M. Linn, 3737 Buffalo Speedway, Suite 300, Houston, Texas 77098.


CUSIP No. 448579102		13D		Page 11 of 20 Pages

•

For Lewis M. Linn, not individually, but solely in the capacity as trustee of 1922 Trust, 3555 Timmons Lane, Suite 650, Houston, Texas 77027.

The Reporting Persons other than Daniel F. Pritzker are principally engaged in the business of investing the assets of the trusts (directly or through entities owned by such trusts) for the benefit of the beneficiaries of such trusts. Mr. Pritzker is an investor.

The Reporting Persons have entered into a Joint Filing Agreement, dated as of May 22, 2020, a copy of which is attached as Exhibit 1 to this Amendment No. 5.

The Reporting Persons may be deemed to be members of a “group,” within the meaning of Section 13(d)(3) of the Act, comprised of the Reporting Persons and the other persons referred to on Schedule B attached to this Schedule 13D (the “Separately Filing Group Members”). The Separately Filing Group Members have filed separate Schedule 13Ds pursuant to Rule 13d-1(k)(2) under the Act. Schedule B attached to this Schedule 13D sets forth certain information concerning the Separately Filing Group Members, which information is based solely on the information contained in the Schedule 13Ds filed by the Separately Filing Group Members.

(d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 4.

Purpose of the Transaction

Item 4 of the Schedule 13D is hereby supplemented by inserting the following at the end of such Item:

On May 20, and May 21, 2020, Featherman H Company LP sold in open-market transactions a total of 271,881 shares of Class A Common Stock. The Reporting Persons continue to hold Common Stock for investment purposes.

None of the Reporting Persons has any present plans or proposals which relate to or would result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D except as otherwise discussed in this Item 4. The Reporting Persons may, from time to time, and reserve the right to, change their plans or intentions and to take any and all actions that they deem appropriate to maximize the value of their investment, including, among other things, from time to time, disposing of or exchanging any securities of the Company owned by them (including sales of additional shares of Class A Common Stock by Featherman H Company LP or other Reporting Persons), including for purposes of investment diversification or otherwise, or formulating other plans or proposals regarding the Company or its securities to the extent deemed advisable by the Reporting Persons in light of market conditions, subsequent developments affecting the Company, the general business and future prospects of the Company, tax considerations and other factors.


CUSIP No. 448579102		13D		Page 12 of 20 Pages

Item 5.

Interest in Securities of the Issuer

Clauses (a)-(b) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows, and clause (c) of Item 5 of the Schedule 13D is hereby supplemented by inserting the following at the end thereof:

(a)-(b) As of the date hereof, the Reporting Persons in the aggregate may be deemed to be the beneficial owners of 251,761 shares of currently issued Class A Common Stock and 3,890,774 shares of Class A Common Stock issuable upon conversion of 3,890,774 shares of Class B Common Stock beneficially owned by the Reporting Persons. The number of shares of Class A Common Stock beneficially owned by the Reporting Persons represents less than 1.0% of the total number of shares of Class A Common Stock outstanding, assuming that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock other than in the Conversion. The number of shares of Class B Common Stock beneficially owned by the Reporting Persons represents 6.0% of the total number of shares of Class B Common Stock outstanding. The number of shares of Common Stock beneficially owned by the Reporting Persons represents 4.1% of the total number of shares of Common Stock outstanding and 5.7% of the total voting power of the shares of Common Stock outstanding, voting together as a single class, assuming that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock other than in the Conversion. Mr. Pritzker may be deemed to have sole power to vote and to dispose of those shares of Common Stock held directly by him; all other Reporting Persons may be deemed to have shared power with respect to those shares of Common Stock of which they may be deemed to have beneficial ownership by reason of the relationships identified in Item 2.

Schedule A sets forth, as of the date hereof, the number of shares and percentage of the Class A Common Stock outstanding, the number of shares and percentage of the Class B Common Stock outstanding, the percentage of the total number of shares of Common Stock outstanding, and the percentage of the total voting power of the shares of Common Stock outstanding, voting together as a single class, represented by the shares beneficially owned by each Reporting Person.

Based solely on the information contained in the Schedule 13Ds filed by the Separately Filing Group Members, as set forth in Schedule B described below, as of the date hereof, the Pritzker Family Group in the aggregate may be deemed to be the beneficial owners of 296,349 shares of currently issued Class A Common Stock and 62,920,998 shares of Class A Common Stock issuable upon conversion of 62,920,998 shares of Class B Common Stock beneficially owned by the Pritzker Family Group. The number of shares of Class A Common Stock beneficially owned by the Pritzker Family Group and currently issued represents less than 1.0% of the total number of shares of Class A Common Stock outstanding, assuming that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock other than in the conversion of an aggregate of 271,881 shares of Class B Common Stock into Class A Common Stock by the Reporting Persons on May 20 and May 21, 2020 (the “Conversion”). The number of shares of Class B Common Stock beneficially owned by the Pritzker Family Group represents 96.5% of the total number of shares of Class B Common Stock outstanding. The number of shares of Common Stock beneficially owned by the Pritzker Family Group represents 62.5% of the total number of shares of Common Stock outstanding and 91.5% of the total voting power of the shares of Common Stock outstanding, voting together as a single class, assuming that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock other than in the Conversion.

Schedule B sets forth, as of the date hereof, the number of shares and percentage of the Class A Common Stock outstanding, the number of shares and percentage of the Class B Common Stock outstanding, the percentage of the total number of shares of Common Stock outstanding, and the percentage of the total voting power of the shares of Common Stock outstanding, voting together as a single class, represented by the shares beneficially owned by each Separately Filing Group Member. All such information is based solely on the information contained in the Schedule 13Ds filed by the Separately Filing Group Members.

All references to the number of shares outstanding are as of May 12, 2020, as reported in the Issuer’s Registration Statement on Form S-3, filed May 21, 2020, as adjusted to account the Conversion. The information set forth in this Schedule 13D, including Schedule A and Schedule B hereto, with respect to the percentage of shares of Class A Common Stock.

beneficially owned is based on 35,951,319 shares of Class A Common Stock outstanding as of May 12, 2020, as adjusted to account for the Conversion, assuming that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock other than in the Conversion. The information with respect to the percentage of shares of Class B Common Stock beneficially owned is based on 65,191,393 shares of Class B Common Stock outstanding as of May 12, 2020, as adjusted to account for the Conversion. Each share of Class B Common Stock is convertible at any time into one share of Class A Common Stock. The information shown with respect to the percentage of total Common Stock beneficially owned is based on 101,142,712 shares of Common Stock outstanding as of May 12, 2020. The information with respect to the percentage of total voting power is based on 35,951,319 shares of Class A Common Stock and 65,191,393 shares of Class B Common Stock outstanding as of May 12, 2020, as adjusted to account for the Conversion, and assumes that no other outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock other than in the Conversion. With respect to matters upon which the Issuer’s stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class, and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to ten votes per share.

Each Reporting Person disclaims beneficial ownership of the shares held by any other Reporting Person or any of the Separately Filing Group Members. The filing of this Schedule 13D shall not be construed as an admission that any of the Reporting Persons are, for purposes of Section 13(d) of the Act or otherwise, the beneficial owner of shares held by any other Reporting Person or any of the Separately Filing Group Members.

(c) Except as set forth in Exhibit 2, no transactions in the Common Stock were effected by any Reporting Person within the 60 days prior to May 22, 2020.


CUSIP No. 448579102		13D		Page 14 of 20 Pages

Item 7.

Material to Be Filed as Exhibits


Exhibit 1		Joint Filing Agreement, dated as of May 22, 2020, by and among Texas 8-26-22 Trust 2, The Featherman Trust, TGFJ Trust 1, Jay Arthur Trust, A.N.P. Descendants Trust-CMP, A.N.P. Descendants Trust-JAP, A.N.P. Descendants Trust-JJP, A.N.P. Descendants Trust-ZAP, R.A. Family Trust #3-Cindy, R.A. Family Trust #3-Jay, R.A. Family Trust #3-Jon, R.A. Family Trust #3-Nancy, R.A. Family Trust #3-Zachary, 1922 Trust, Daniel F. Pritzker, Texas 8-26-22 H Company LP, Featherman H Company LP, 8-26-22 GP LLC, RKMP H Company LP and Julytoon Investments GP LLC, pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.

Exhibit 2		Transaction Information.

Exhibit 3		Amended and Restated Global Hyatt Agreement, dated as of October 1, 2009, by and among each of the signatories thereto (incorporated by reference to Exhibit 2 to the Schedule 13D filed by Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually, but solely as cotrustees of the U.S. Situs Trusts on August 26, 2010).

Exhibit 4		Hyatt Hotels Corporation Registration Rights Agreement, dated as of October 12, 2009, by and among each of the signatories thereto (incorporated by reference to Exhibit 4.5 to Amendment 3 to the Form S-1 Registration Statement filed by Hyatt Hotels Corporation on October 15, 2009).

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated:		May 22, 2020


1922 Trust Company LTA, not individually, but solely as trustee of Texas 8-26-22 Trust 2, The Featherman Trust, TGFJ Trust 1, Jay Arthur Trust, A.N.P. Descendants Trust-CMP, A.N.P. Descendants Trust-JAP, A.N.P. Descendants Trust-JJP, A.N.P. Descendants Trust-ZAP, R.A. Family Trust #3-Cindy, R.A. Family Trust #3-Jay, R.A. Family Trust #3-Jon, R.A. Family Trust #3-Nancy and R.A. Family Trust #3-Zachary

By:	/s/ Whitney D. Neighbors
	Name:	Whitney D. Neighbors
	Title:	President

Lewis M. Linn, not individually, but solely as trustee of 1922 Trust

By:	/s/ Lewis M. Linn
	Name:	Lewis M. Linn
	Title:	Trustee

Daniel F. Pritzker

By:	/s/ Daniel F. Pritzker
	Name:	Daniel F. Pritzker

By:	/s/ Helen M. Carroll
	Name:	Helen M. Carroll
	Title:	Authorized Signatory

Texas 8-26-22 H Company LP
By:	8-26-22 GP LLC, its general partner

By:	/s/ Whitney D. Neighbors
	Name:	Whitney D. Neighbors
	Title:	Manager

[Signature Page to Schedule 13D]


Featherman H Company LP
By:	8-26-22 GP LLC, its general partner

By:	/s/ Whitney D. Neighbors
	Name:	Whitney D. Neighbors
	Title:	Manager

8-26-22 GP LLC

By:	/s/ Whitney D. Neighbors
	Name:	Whitney D. Neighbors
	Title:	Manager

RKMP H Company LP
By:	Julytoon Investments GP LLC, its general partner

By:	/s/ Whitney D. Neighbors
	Name:	Whitney D. Neighbors
	Title:	Manager

Julytoon Investments GP LLC

By:	/s/ Whitney D. Neighbors
	Name:	Whitney D. Neighbors
	Title:	Manager

[Signature Page to Schedule 13D]


CUSIP No. 448579102		13D		Page 17 of 20 Pages

Appendix A-1

Texas 8-26-22 Trust 2

The Featherman Trust

TGFJ Trust 1

Jay Arthur Trust

A.N.P. Descendants Trust-CMP

A.N.P. Descendants Trust-JAP

A.N.P. Descendants Trust-JJP

A.N.P. Descendants Trust-ZAP

R.A. Family Trust #3-Cindy

R.A. Family Trust #3-Jay

R.A. Family Trust #3-Jon

R.A. Family Trust #3-Nancy

R.A. Family Trust #3-Zachary


CUSIP No. 448579102		13D		Page 18 of 20 Pages

Schedule A

Certain Information Regarding the

Reporting Persons¹


	Class A Common Stock²				Class B Common Stock³					% of Total Common Stock⁴			% of Total Voting Power⁵
Name of Beneficial Owner	Shares		% of Class A		Shares		% of Class B
1922 Trust Company LTA, not individually, but solely as trustee of the trusts listed on Appendix A-1.		239,747		*		3,890,774		6.0	%		4.1	%		5.7	%

Lewis M. Linn, not individually, but solely as trustee of 1922 Trust		239,747		*		3,890,774		6.0	%		4.1	%		5.7	%

Daniel F. Pritzker		12,014		*		—		—			*			*

Texas 8-26-22 H Company LP		212,316		*		260,000		*			*			*

Featherman H Company LP		27,431		*		3,178,119		4.9	%		3.2	%		4.6	%

8-26-22 GP LLC		239,747		*		3,438,119		5.3	%		3.6	%		5.0	%

RKMP H Company LP		—		—		136,480		*			*			*

Julytoon Investments GP LLC		—		—		136,480		*			*			*

*	Less than 1%

1	All references to the number of shares outstanding are as of May 12, 2020, as reported in the Issuer’s Registration Statement on Form S-3, filed May 21, 2020, as adjusted to account for the Conversion.

The information shown in the table with respect to the percentage of Class A Common Stock beneficially owned is based on 35,951,319 shares of Class A Common Stock outstanding as of May 12, 2020, as adjusted to account for the Conversion, assuming that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock other than in the Conversion.

3	The information shown in the table with respect of the percentage of Class B Common Stock beneficially owned is based on 65,191,393 shares of Class B Common Stock outstanding as of May 12, 2020, as adjusted to account for the Conversion.

4	The information shown in the table with respect to the percentage of total Common Stock beneficially owned is based on 35,951,319 shares of Class A Common Stock and 65,191,393 shares of Class B Common Stock outstanding as of May 12, 2020, as adjusted to account for the Conversion.

With respect to matters upon which the Issuer’s stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class, and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to ten votes per share. The percentage of total voting power of the shares of Common Stock is calculated based on the total voting power of the shares of Common Stock outstanding as of May 12, 2020, as adjusted to account for the Conversion, which is comprised of 35,951,319 shares of Class A Common Stock and 65,191,393 shares of Class B Common Stock and assumes that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock other than in the Conversion.


CUSIP No. 448579102		13D		Page 19 of 20 Pages

Schedule B

Certain Information Regarding the

Separately Filing Group Members¹


	Class A Common Stock²				Class B Common Stock³					% of Total Common Stock⁴			% of Total Voting Power⁵
Separately Filing Group Member	Shares		% of Class A		Shares		% of Class B
CIBC Trust Company (Bahamas) Limited in its capacity as trustee and Other Reporting Persons⁶		—		—		774,499		1.2	%		*			1.1	%

Trustees of the Thomas J. Pritzker Family Trusts and Other Reporting Persons⁷		29,938		*		22,520,767		34.6	%		22.3	%		32.7	%

Trustees of the Nicholas J. Pritzker Family Trusts and Other Reporting Persons⁸		—		—		70,000		*			*			*

¹	All references to the number of shares outstanding are as of May 12, 2020, as reported in the Issuer’s Registration Statement on Form S-3, filed May 21, 2020, as adjusted to account for the Conversion.

The information shown in the table with respect to the percentage of Class A Common Stock beneficially owned is based on 35,951,319 shares of Class A Common Stock outstanding as of May 12, 2020, assuming that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock other than in the Conversion.

The information shown in the table with respect of the percentage of Class B Common Stock beneficially owned is based on 65,191,393 shares of Class B Common Stock outstanding as of May 12, 2020, assuming that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock other than in the Conversion.

⁴	The information shown in the table with respect to the percentage of total Common Stock beneficially owned is based on 35,951,319 shares of Class A Common Stock and 65,191,393 shares of Class B Common Stock outstanding as of May 12, 2020, as adjusted to account for the Conversion.

⁵

With respect to matters upon which the Issuer’s stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class, and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to ten votes per share. The percentage of total voting power of the shares of Common Stock is calculated based on the total voting power of the shares of Common Stock outstanding as of May 12, 2020, which is comprised of 35,951,319 shares of Class A Common Stock and 65,191,393 shares of Class B Common Stock and assumes that no outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock other than in the Conversion.

⁶

See the Schedule 13D filed on August 26, 2010, as amended, by the CIBC Trust Company (Bahamas) Limited, solely as trustee of the Non-U.S. Situs Trusts listed on Appendix A to the Schedule 13D, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.

⁷

See the Schedule 13D filed on August 26, 2010, as amended, by Marshall E. Eisenberg, not individually, but solely as trustee of certain trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office. Thomas J. Pritzker holds 127,410 stock appreciation rights (“SARs”) that are currently exercisable at an exercise price of $41.74, 140,601 SARs that are currently exercisable at an exercise price of $41.29, 207,381 SARs that are currently exercisable at an exercise price of $43.44, 140,191 SARs that are currently exercisable at an exercise price of $49.39, 180,353 SARs that are currently exercisable at an exercise price of $56.27, 275,103 SARs that are currently exercisable at an exercise price of $47.36, 183,486 SARs that are currently exercisable at an exercise price of $52.65, 106,482 SARs that are currently exercisable at an exercise price of $80.02 and 73,056 SARS that are currently exercisable at an exercise price of $71.67. The number of shares of Class A Common Stock that Mr. Pritzker will receive upon exercise of such SARs is not currently determinable and therefore not included in the table above because each SAR gives the holder the right to receive a number of shares of Class A Common Stock equal to the excess of the value of one share of A Common Stock at the exercise date, which is not determinable until the date of exercise, over the exercise price.

⁸


CUSIP No. 448579102		13D		Page 20 of 20 Pages


Trustees of the Jennifer N. Pritzker Family Trusts and Other Reporting Persons⁹	—	—	2,420,151	3.7	%	2.4	%	3.5	%

Trustees of the Linda Pritzker Family Trusts¹⁰	—	—	—	—		—		—

Trustees of the Karen L. Pritzker Family Trusts¹¹	—	—	6,457,104	9.9	%	6.4	%	9.4	%

Trustee of the Penny Pritzker Family Trusts and Other Reporting Persons¹²	14,650	*	7,215,797	11.1	%	7.2	%	10.5	%

Trustees of the Daniel F. Pritzker Family Trusts and Other Reporting Persons	251,761	*	3,890,774	6.0	%	4.1	%	5.7	%

The Anthony N. Pritzker Family Foundation¹⁴	—	—	734,270	1.1	%	*		1.1	%

Trustees of the Gigi Pritzker Pucker Family Trusts and Other Reporting Persons¹⁵	—	—	18,837,636	28.9	%	18.6	%	27.4	%

Pritzker Family Group Totals	296,349	*	62,920,998	96.5	%	62.5	%	91.5	%

*	Less than 1%

⁹

See the Schedule 13D filed on August 26, 2010, as amended, by Charles E. Dobrusin and Harry B. Rosenberg, not individually, but solely as co-trustees of certain trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.

¹⁰

See the Schedule 13D filed on August 26, 2010, as amended, by Lewis M. Linn, not individually, but solely as trustee for the trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.

¹¹

See the Schedule 13D filed on August 26, 2010, as amended, by Walter W. Simmers, Andrew D. Wingate and Lucinda Falk, not individually, but solely as co-trustees for the trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.

¹²

See the Schedule 13D filed on August 26, 2010, as amended, by John Kevin Poorman, not individually, but solely as trustee of certain trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.

¹⁴

¹⁵

See the Schedule 13D filed on August 26, 2010, as amended, by Gigi Pritzker Pucker and Edward W. Rabin, not individually, but solely as trustees of certain trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein on, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.

EX-99.1 2 d937625dex991.htm EX-99.1 EX-99.1

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D with respect to the Class A Common Stock, $0.01 par value per share, of Hyatt Hotels Corporation beneficially owned by them on a combined basis, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing. The undersigned further agree that any amendments to such statement on Schedule 13D shall be filed jointly on behalf of each of them without the necessity of entering into additional joint filing agreements.

The undersigned further agree that each party hereto is responsible for timely filing of such statement on Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

The undersigned shall not be deemed to admit that the undersigned was required to file a statement on Schedule 13D by reason of entering into this Joint Filing Agreement.

This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.

When this Joint Filing Agreement is executed by a trustee of a trust, such execution is by the trustee, not individually, but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing contained in this Joint Filing Agreement shall be construed as granting any power over a trustee’s individual affairs or imposing any liability on any such trustee personally for breaches of any representations or warranties made hereunder or personally to pay any amounts required to be paid hereunder, or personally to perform any covenant, either express or implied, contained herein. Any liability of a trust or trustee hereunder shall not be a personal liability of any trustee, grantor or beneficiary thereof, and any recourse against a trustee shall be solely against the assets of the pertinent trust.

Signature Page Follows

In evidence thereof the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of this 22nd day of May, 2020.


1922 Trust Company LTA, not individually, but solely as trustee of Texas 8-26-22 Trust 2, The Featherman Trust, TGFJ Trust 1, Jay Arthur Trust, A.N.P. Descendants Trust-CMP, A.N.P. Descendants Trust-JAP, A.N.P. Descendants Trust-JJP, A.N.P. Descendants Trust-ZAP, R.A. Family Trust #3-Cindy, R.A. Family Trust #3-Jay, R.A. Family Trust #3-Jon, R.A. Family Trust #3-Nancy and R.A. Family Trust #3-Zachary

By:		/s/ Whitney D. Neighbors
		Name: Whitney D. Neighbors
		Title: President

Lewis M. Linn, not individually, but solely as trustee of 1922 Trust

By:		/s/ Lewis M. Linn
		Name: Lewis M. Linn
		Title: Trustee

Daniel F. Pritzker

By:		/s/ Daniel F. Pritzker
		Name: Daniel F. Pritzker

Texas 8-26-22 H Company LP
By:		8-26-22 GP LLC, its general partner

By:		/s/ Whitney D. Neighbors
		Name: Whitney D. Neighbors
		Title: Manager

[Signature Page to Joint Filing Agreement]


Featherman H Company LP
By:		8-26-22 GP LLC, its general partner

By:		/s/ Whitney D. Neighbors
		Name: Whitney D. Neighbors
		Title: Manager

8-26-22 GP LLC

By:		/s/ Whitney D. Neighbors
		Name: Whitney D. Neighbors
		Title: Manager

RKMP H Company LP
By:		Julytoon Investments GP LLC, its general partner

By:		/s/ Whitney D. Neighbors
		Name: Whitney D. Neighbors
		Title: Manager

Julytoon Investments GP LLC

By:		/s/ Whitney D. Neighbors
		Name: Whitney D. Neighbors
		Title: Manager

[Signature Page to Joint Filing Agreement]

EX-99.2 3 d937625dex992.htm EX-99.2 EX-99.2

Exhibit 2

TRANSACTIONS

The following table sets forth all transactions with respect to Common Stock effected in the past 60 days by or on behalf of the Reporting Persons, inclusive of any transactions effected through 4:00 p.m., New York City time, on May 21, 2020. All such transactions were sales of Class A Common Stock effected in the open market in accordance with Rule 144 under the Securities Act of 1933, as amended. The Reporting Persons undertake to provide, upon request of the staff of the Securities and Exchange Commission, full information regarding the number of shares of Class A Common Stock sold at each separate price within the price ranges set forth on the table below.


Transaction Date	Reporting Person Effecting Transaction	Buy/Sell	Quantity	Weighted Average Price ($)	Price Range ($)
5/20/2020	Featherman H Company LP	Sell	139,320	54.0866	54.00 – 54.30
5/21/2020	Featherman H Company LP	Sell	118,987	53.4711	53.00 – 53.99
5/21/2020	Featherman H Company LP	Sell	13,574	54.1876	54.01 – 54.55